TIDMFCIF
RNS Number : 6719Z
Funding Circle SME Income Fund Ltd
16 March 2017
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, TO US PERSONS (AS SUCH TERM IS
DEFINED IN REGULATION S UNDER THE US SECURITIES ACT OF 1933, AS
AMED), OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA,
JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION WHERE TO
DO SO MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION.
This announcement is an advertisement and not a prospectus. It
does not constitute an offer of securities for sale or subscription
in any jurisdiction. Investors should not subscribe for or purchase
any securities referred to in this announcement except in
compliance with applicable securities laws and only on the basis of
information in the Prospectus referred to below. Following
publication the Prospectus will be available for inspection,
subject to applicable securities laws, from the Company's website:
http://fcincomefund.com.
16 March 2017
Funding Circle SME Income Fund Limited
(the "Company")
C Share Placing
Further to the announcement on 6 February 2017 in relation to
the publication of a prospectus (the "Prospectus"), the Company
announces that it is launching a placing of C Shares under the
Share Issuance Programme established in the Prospectus.
The Share Issuance Programme was established to raise funds over
a twelve month period for the purpose of achieving the Investment
Objective of the Company. Following consultations with major
Shareholders, the Company is launching its first potential share
issuance under the Share Issuance Programme in the form of a
placing of C Shares, closing on 6 April 2017, at a placing price of
100 pence per C Share (the "C Share Issue").
Richard Bole at, Chairman, commented:
"The Company has achieved stable returns for Ordinary
Shareholders, including dividend payments in line with the 6-7
pence per share per annum target. The Board is excited by the
prospect of making further loans to small businesses in the UK, US
and Continental Europe and is very pleased to offer existing
shareholders and new investors an opportunity to invest in the
Company."
Numis is acting as Sole Global Co-ordinator, Bookrunner and
Sponsor in relation to the Share Issuance Programme. Qualified
Investors (as defined in section 86(7) of the Financial Services
and Markets Act 2000 (as amended)) interested in the potential C
Share Issue should contact Numis. Other interested investors should
contact their stockbroker, independent financial adviser or
platform provider regarding the potential for participation in the
placing. The allotment of Shares under the Share Issuance Programme
is at the discretion of the Directors, in consultation with
Numis.
The Net Proceeds of the C Share Issue will be used to purchase
investments originated by Funding Circle in line with the
Investment Objective and the Investment Policy, save to the extent
that some of the Net Proceeds will be retained for working capital
purposes, and subject to the availability of sufficient investment
opportunities. The direct costs and expenses of the C Share Issue,
plus a contribution to the costs incurred by the Company in
publishing the Prospectus, will be paid out of the gross proceeds
of the C Share Issue and will be borne by holders of C Shares
only.
The expected timeline for the proposed capital raising is set
out below, all times are London times unless otherwise stated:
Books close 12 noon on 6 April 2017
Announcement of results 7 April 2017
of placing
Admission and dealings 8.00 a.m. 11 April 2017
in New C Shares on the
London Stock Exchange's
Main Market
In respect of the C Share Issue, the Company intends that
the:
a) Initial NAV per C Share will be at 98.5 pence;
b) Net Proceeds from the C Share Issue will be substantially
invested and the C Shares converted to Ordinary Shares within nine
calendar months; and
c) The C Shares issued pursuant to the C Share Issue will be
entitled to a single dividend. The Directors expect that any such
dividend would be declared on the C Shares prior to their
conversion into Ordinary Shares, in order to distribute
substantially all of the net income attributable to the C Share
pool.
As set out in the Prospectus, the C Shares would be converted to
Ordinary Shares at the Conversion Ratio on a NAV-for-NAV basis.
Terms and conditions
The C Share Issue is being conducted under the terms and
conditions of the Share Issuance Programme set out in the
Prospectus which can be downloaded here:
http://fcincomefund.com/documents.
Dealing codes
The ISIN number of the C Shares is GG00BYNV2672, the SEDOL code
is BYNV267 and the TIDM is FCIC.
The ISIN number of the Ordinary Shares is GG00BYYJCZ96, the
SEDOL code is BYYJCZ9 and the TIDM is FCIF.
Enquiries
Numis Securities Limited
Nathan Brown / Harry Trueman (Corporate
Broking & Advisory) +44 (0)20 7260
James Glass / David Luck (Sales) 1000
Funding Circle SME Income +44 (0)15 3461 5656
Fund Limited
Richard Boléat (Chairman)
Website http://fcincomefund.com
FURTHER INFORMATION
Capitalised terms used in this announcement shall have the
meaning given to them in the Prospectus (unless the context
otherwise requires).
ABOUT FUNDING CIRCLE SME INCOME FUND LIMITED
The Company is a registered closed-ended collective investment
scheme registered pursuant to the Protection of Investors
(Bailiwick of Guernsey) Law, 1987, as amended and the Registered
Collective Investment Scheme Rules 2015 issued by the Guernsey
Financial Services Commission ("GFSC").
The Company's investment objective is to provide Shareholders
with a sustainable and attractive level of dividend income,
primarily by way of investment in Credit Assets as defined in the
Company's Prospectus.
IMPORTANT NOTICES
This announcement contains "forward-looking" statements, beliefs
or opinions. These forward-looking statements involve known and
unknown risks and uncertainties, many of which are beyond the
control of the Company and all of which are based on its directors'
current beliefs and expectations about future events.
Forward-looking statements are sometimes identified by the use of
forward-looking terminology such as "believes", "expects", "may",
"will", "could", "should", "shall", "risk", "intends", "estimates",
"aims", "plans", "predicts", "projects", "continues", "assumes",
"positioned" or "anticipates" or the negative thereof, other
variations thereon or comparable terminology, or by discussions of
strategy, plans, objectives, goals, future events, assumptions or
intentions. These forward-looking statements include all matters
that are not historical facts. Forward-looking statements may and
often do differ materially from actual results. They appear in a
number of places throughout this announcement and include
statements regarding the intentions, beliefs or current
expectations of the Board or the Company with respect to future
events and are subject to risks relating to future events and other
risks, uncertainties and assumptions relating to the Company's
business concerning, amongst other things, the financial
performance, liquidity, prospects, growth and strategies of the
Company. These forward-looking statements and other statements
contained in this announcement regarding matters that are not
historical facts involve predictions. No assurance can be given
that such future results will be achieved; actual events or results
may differ materially as a result of risks and uncertainties facing
the Company. Such risks and uncertainties could cause actual
results to vary materially from the future results indicated,
expressed or implied in such forward-looking statements. The
forward-looking statements contained in this announcement speak
only as of the date of this announcement. Nothing in this
announcement is, or should be relied on as, a promise or
representation as to the future. The Company disclaims any
obligation or undertaking to release publicly any updates or
revisions to any forward-looking statements contained in this
announcement to reflect any change in its expectations or any
change in events, conditions or circumstances on which such
statements are based unless required to do so by applicable law,
the Prospectus Rules, the Listing Rules, the Market Abuse
Regulation or the Disclosure Guidance and Transparency Rules of the
FCA. No statement in this announcement is intended as a forecast or
profit estimate.
Neither this announcement nor any copy of it may be made or
transmitted into the United States of America (including its
territories or possessions, any state of the United States of
America and the District of Columbia) (the "United States"), or
distributed, directly or indirectly, in the United States or to US
Persons (as such term is defined in Regulation S under the US
Securities Act of 1933, as amended (the "Securities Act"). Neither
this announcement nor any copy of it may be taken or transmitted
directly or indirectly into Australia, Canada, Japan or South
Africa or to any persons in any of those jurisdictions, except in
compliance with applicable securities laws. Any failure to comply
with this restriction may constitute a violation of United States,
Australian, Canadian, Japanese or South African securities laws.
The distribution of this announcement in other jurisdictions may be
restricted by law and persons into whose possession this
announcement comes should inform themselves about, and observe, any
such restrictions. This announcement does not constitute or form
part of any offer or invitation to sell or issue, or any
solicitation of any offer to purchase or subscribe for securities
in the United States, Australia, Canada, Japan or South Africa or
in any jurisdiction to whom or in which such offer or solicitation
is unlawful.
The Company has not been and will not be registered under the US
Investment Company Act of 1940, and investors will not be entitled
to the benefits thereof. In addition, any securities mentioned in
this announcement have not been and will not be registered under
the Securities Act or with any securities regulatory authority of
any state or other jurisdiction of the United States, and may not
be offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the
Securities Act. There will not be any public offer of any Shares in
the United States.
Any securities referred to herein have not been registered under
the applicable securities laws of Australia, Canada, Japan or South
Africa and, subject to certain exceptions, may not be offered or
sold within Australia, Canada, Japan or South Africa.
Marketing for the purposes of the Directive 2011/61/EU (the
"AIFMD") by the Company and/or any third party on its behalf will
only take place in an EEA Member State if the Company is
appropriately registered or has otherwise complied with the
requirements under AIFMD (as implemented) necessary for such
marketing to take place.
This announcement is only addressed to and is only directed at
persons in EEA Member States who are "qualified investors" within
the meaning of Article 21(1)(e) of Directive 2003/71/EC, as amended
including by Directive 2010/73/EU. Any person who is not a
qualified investor should not act or rely on this document or any
of its contents.
Numis is authorised and regulated in the United Kingdom by the
Financial Conduct Authority and is acting for the Company and for
no-one else in connection with the arrangements described in this
announcement and will not be responsible to any other person for
providing the protections afforded to Numis customers in relation
to such arrangements nor for providing advice in relation to such
arrangements or the contents of this announcement.
This announcement, which has been prepared by and is the sole
responsibility of the Company, has been approved by Numis solely
for the purposes of section 21(2)(b) of the Financial Services and
Markets Act 2000, as amended. This announcement is not intended for
distribution to, or use by, any person in any jurisdiction where
such distribution or use would be contrary to local laws or
regulations.
Numis and its respective affiliates expressly disclaim any
obligation or undertaking to update, review or revise any
forward-looking statements contained in this announcement whether
as a result of new information, future developments or
otherwise.
Apart from the responsibilities and liabilities, if any, which
may be imposed on Numis under a regulatory regime of any
jurisdiction and where exclusion of liability under the relevant
regulatory regime would be illegal, void or unenforceable, neither
Numis nor any of its respective affiliates accept any
responsibility whatsoever for, or make any representation or
warranty, express or implied, as to the contents of this
announcement or for any other statement made or purported to be
made by it, or on its behalf, in connection with the Company or any
issue of securities mentioned in this announcement. In this respect
nothing in this announcement may be relied upon as a promise or
representation as to the past or future. Numis and its affiliates
accordingly disclaim all and any responsibility or liability,
whether arising in tort, contract or otherwise (save as referred to
above) in respect of this announcement or any such statement.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCSFFSUMFWSELD
(END) Dow Jones Newswires
March 16, 2017 05:43 ET (09:43 GMT)
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